1.Date of occurrence of the event:2025/02/28
2.Company name:WPG Holdings Limited
3.Relationship to the Company (please enter ”head office” or
”subsidiaries”):head office
4.Reciprocal shareholding ratios:N/A
5.Cause of occurrence:Announcement of Public Tender Offer to acquire
the ordinary shares of Fortune Information Systems Corp.
6.Countermeasures:N/A
7.Any other matters that need to be specified (the information disclosure
also meets the requirements of Article 7, subparagraph 9 of the Securities
and Exchange Act Enforcement Rules, which brings forth a significant impact
on shareholders rights or the price of the securities on public companies.):
WPG HOLDINGS LIMITED (hereinafter referred to as WPG, stock code 3702) held
a board meeting today (February 28, 2025) and approved a tender offer for 51%
of the shares of Fortune Information Systems Corp. (hereinafter referred to
as FIS, stock code 2468) at the price of NTD 25 per share in cash.
This tender offer will be submitted to the Financial Supervisory Commission
for filing and disclosure, with the filing date expected no later than
March 10, 2025, and the tender offer expected to commence no later than
March 11, 2025. The maximum number of shares to be acquired is 35,681,000
shares (approximately 51% of FIS's total issued and outstanding common
shares), and the minimum number of shares to be acquired is 33,340,281 shares
(approximately 47.66% of FIS's total issued and outstanding common shares).
The tender offer period is set at 50 days, but WPG may extend the tender
offer period as necessary in accordance with the law. If the number of common
shares tendered reaches the minimum acquisition shares and a decision of
“merger filing clearance”is obtained from the Fair Trade Commission, the
conditions for this tender offer will be fulfilled.
For this tender offer, WPG has obtained tender agreements from FIS's major
shareholders, STANDARD PLASTICS LTD. and CECGP Electronics Corporation,
committing to tender all their shares in FIS, totaling 33,340,281 shares
(approximately 47.66% of FIS's total issued and outstanding common shares).
FIS is a leading provider of comprehensive information integration services.
Its main business services include the construction and planning of public
cloud and private cloud infrastructure and cloud platform solutions, network
information security planning, backup and disaster recovery solutions,
monitoring management, software development, project development, document
digitization, logistics and warehouse management systems, information
integration services for financial institutions, information system
consulting for the insurance industry, and manpower dispatch services,
committed to meeting the diverse needs of customers across various
industries. WPG has been deeply involved in the semiconductor industry chain
for a long time, committed to providing customers with the highest quality
supply chain management services. This acquisition mainly aims to increase
strategic alliance partners to extend the scope of services in the
information and communication supply chain, hoping to create synergy and
bring positive benefits to the financial, business, and shareholder interests
of both companies.
Upon successful completion of the tender offer, FIS will maintain its listed
status and continue to operate with the existing team. WPG is committed to
supporting FIS’s growth by enhancing and expanding its core product lines,
developing strategic business initiatives, and pursuing large-scale projects
while expanding external strategic alliances to drive continuous growth. In
addition, it plans to strengthen corporate governance and talent development
strategies, and consider introducing employee incentive mechanisms to enhance
employee participation and corporate cohesion, aiming to retain and develop
talent, creating a win-win development model for employees and shareholders,
and realizing the long-term enhancement of corporate value.